Kimberly Reed
About Kimberly Reed
Kimberly Reed, age 52, has served as a director of Primo Brands Corporation (PRMB) since November 2024. She was previously a director of BlueTriton (March 2021–November 2024) and is a Partner at One Rock Capital Partners since 2010, bringing private equity portfolio oversight and deep familiarity with BlueTriton’s business to PRMB’s board. She is designated by the Sponsor Stockholders (affiliated with One Rock) and is not considered independent under NYSE rules during the phase‑in period for PRMB’s newly public status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueTriton | Director | Mar 2021 – Nov 2024 | Board oversight during sponsor ownership and transition leading into PRMB combination |
| One Rock Capital Partners | Partner | 2010 – Present | Portfolio governance and value-creation; prior service on One Rock portfolio company boards (affiliates) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| One Rock Capital Partners | Partner | 2010 – Present | Private equity sponsor of PRMB; Sponsor Stockholders held 57.5% voting power as of Mar 7, 2025 and designated Ms. Reed to PRMB’s board |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Not independent; designated by Sponsor Stockholders (One Rock) |
| Board Tenure | Since Nov 2024 |
| Committee Memberships | Nominating & Governance (member; not independent), Sustainability (member), Integration (member) |
| Committee Chairs | None (Nominating chaired by Fowden; Sustainability chaired by Spector; Integration chaired by Cramer) |
| Committee Meetings FY2024 | Nominating & Governance: 1; Sustainability: 2; Integration: not separately enumerated beyond composition; Audit: 1; Compensation: 1 |
| Attendance | Each incumbent director attended at least 75% of Board/committee meetings in FY2024 (post‑closing) |
| Lead Independent Director | Jerry Fowden; presides over executive sessions of independent directors |
| Executive Sessions | Non‑management directors meet after every regularly scheduled Board meeting; independent directors meet regularly |
| Controlled Company/Phase‑in | PRMB ceased being a controlled company on Mar 12, 2025, but may rely on NYSE phase‑in exemptions for full independence until Mar 12, 2026 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $0 | Directors who are One Rock employees do not receive Board compensation |
| Committee Membership Fees | $0 | One Rock employees receive no director fees |
| Chair Fees | $0 | No chair role; One Rock employees not compensated |
Performance Compensation
| Component | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Director Stock Awards | N/A | N/A | N/A | N/A | One Rock employees do not receive equity compensation for Board service; Ms. Reed not listed among non‑employee director stock award recipients in FY2024 |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Sponsor Designation | Reed is a Sponsor Stockholder Designee; Sponsor Stockholders controlled director designations and election at record date; One Rock held >50% voting power at Record Date (later decreased below 50%) |
| Related Party Transactions | PRMB recorded $53.6M of management/transaction fees to One Rock affiliates and advisors in FY2024 (SG&A); $30.9M purchases from Alltrista Plastics LLC, a One Rock portfolio company |
| Margin Loan/Pledge | 58,000,000 PRMB shares pledged as collateral by ORCP-related entities under a margin loan, with issuer waivers; carve‑out in March 2025 secondary offering; no further pledges permitted |
| Committee Independence Risk | Nominating & Governance includes Ms. Reed (non‑independent) during NYSE phase‑in; composition expected to transition to fully independent |
Expertise & Qualifications
- Private equity governance, portfolio oversight, and M&A/strategic execution from One Rock tenure .
- Deep familiarity with BlueTriton’s route-based operations and sustainability topics via PRMB’s Sustainability Committee role .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged | Notes |
|---|---|---|---|---|
| Kimberly Reed | 0 | 0.00% | No | Beneficial ownership table lists no holdings for Ms. Reed; outstanding shares at Record Date were 380,155,260 |
| Sponsor (ORCP Stockholders) | 218,618,368 | 57.5% | 58,000,000 pledged | Beneficial ownership attributed to ORCP entities managed by One Rock principals; pledge disclosed and approved with restrictions |
Governance Assessment
- Independence/Committee Composition: Ms. Reed is non‑independent while serving on the Nominating & Governance Committee; PRMB is relying on NYSE phase‑in and intends to transition committees to full independence, but until Mar 12, 2026 investors face reduced governance protections versus fully independent boards. RED FLAG: non‑independent director on governance committee during phase‑in .
- Related‑Party Exposure: Material fees paid to One Rock affiliates ($53.6M) and purchases from a One Rock portfolio company ($30.9M) require ongoing robust oversight under PRMB’s related person transaction policy; Ms. Reed’s sponsor affiliation heightens conflict sensitivity. RED FLAG: significant sponsor‑related payments and supply transactions .
- Pledging Risk: 58,000,000 shares pledged by ORCP entities under a margin loan creates potential overhang and forced‑sale risk; while carve‑outs and no‑additional‑pledge covenant are disclosed, it remains a governance concern. RED FLAG: large pledged block by controlling sponsor .
- Ownership Alignment: Ms. Reed holds no PRMB shares personally, reducing “skin‑in‑the‑game” alignment; PRMB maintains stock ownership guidelines generally, but specific director multiples are not disclosed. Alignment risk: zero direct beneficial ownership .
- Attendance/Engagement: FY2024 attendance disclosure indicates ≥75% attendance by all directors and establishment of executive sessions; Ms. Reed serves on Sustainability and Integration committees, indicating engagement in strategic integration and ESG oversight .
Implications for investor confidence: Sponsor influence remains pronounced via designation rights, related‑party economics, and pledged shares. Until independence fully phases in on key committees, monitoring of related‑party reviews, margin‑loan covenants, and committee decisions (especially nominations/governance) is warranted. The absence of personal share ownership by Ms. Reed and non‑compensated status as a One Rock employee signals sponsor‑aligned representation rather than direct shareholder alignment .